EXLP definition

EXLP means Exterran Partners, L.P., a Delaware limited partnership.

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EXLP has the meaning assigned to such term in the preamble hereto.

EXLP is defined in the preamble.

Examples of EXLP in a sentence

• MLP LP LLC has undertaken such due diligence (including a review of the properties, liabilities, books, records and contracts of EXLP) as MLP LP LLC deems adequate.

• None of the Contributors has entered, directly or indirectly, into any agreement with any person, firm or corporation that would obligate EXLP to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement or the Transactions.

• The projections (including projections of maintenance capital and allocated sales, general and administrative expense required for the Assets) provided to EXLP (including those provided to ▇▇▇▇▇▇▇ & Company International (“▇▇▇▇▇▇▇”), the financial advisor to the conflicts committee (the “Conflicts Committee”) of the Board of Directors of GP LLC) by the Contributors as part of EXLP’s due diligence review of the Business in connection with this Agreement are consistent with management’s current expectations.

• To the extent under applicable law the transferee is responsible for filing tax returns in respect of Transaction Taxes, EXLP shall prepare and file all such returns.

• All sales, use, transfer, filing, recordation, registration and similar taxes and fees arising from or associated with the transactions contemplated hereunder other than taxes based on income (“Transaction Taxes”), shall be borne 50% on a joint and several basis by EES Leasing and EESLP (each a “Contributor” and, together, the “Contributors”) and 50% by EXLP.

• All costs and expenses of any such registration and offering (other than the underwriting discounts and commissions and excluding the legal fees and other expenses incurred by the Holder) shall be paid by EXLP, without reimbursement by the Holder.

• MLP LP LLC is familiar with investments of the nature of the New Common Units, understands that this investment involves substantial risks, has adequately investigated EXLP and the New Common Units, and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the New Common Units, and is able to bear the economic risks of such investment.

• Except as set forth in Section 9.2(d), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions and excluding the legal fees and other expenses incurred by the Holder) shall be paid by EXLP, without reimbursement by the Holder.

• If this Agreement is terminated by EESLP pursuant to Section 8.1(e), then EESLP shall reimburse EXLP for 50% of its out-of-pocket expenses incurred in connection with the negotiation, execution and performance of this Agreement (including legal fees and fees paid to ▇▇▇▇▇▇▇, in either case incurred by EXLP or the Conflicts Committee).

• Terms used herein but not defined herein shall have the meanings assigned to such terms in the Second Amended And Restated Omnibus Agreement entered into on, and effective as of, [___], 2009, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P., and EXLP Operating LLC (as amended, modified, supplemented or restated from time to time, the “Omnibus Agreement”).

More Definitions of EXLP

EXLP means Exterran Partners, L.P., a Delaware limited partnership. “External Distribution” shall have the meaning set forth in the Recitals.

EXLP has the meaning assigned to such term in the preamble hereto. “EXLP Leasing” has the meaning assigned to such term in the preamble hereto. “Guaranteed Creditors” means, collectively, the Administrative Agent, the Issuing Banks, the Lenders, any Secured Hedging Provider and any Secured Treasury Management Counterparty. “Guaranteed Documents” means, collectively, the Credit Agreement, the other Loan Documents, each Guaranteed Hedging Agreement, Treasury Management Agreements executed between EXLP or any Restricted Subsidiary and a Secured Treasury Management Counterparty and any other documents made, delivered or given in connection with any of the foregoing. “Guaranteed Hedging Agreement” means any Hedging Agreement between EXLP or any Restricted Subsidiary and any Secured Hedging Provider, including any Hedging Agreement with a Secured Hedging Provider in existence on the date hereof, but excluding any additional transactions or confirmations entered into under any such Hedging Agreement after such Secured Hedging Provider ceases to be a Lender or an Affiliate of a Lender. “Guarantor Claims” has the meaning assigned to such term in Section 6.01. “Guarantors” means the collective reference to each Guarantor. “Lender” has the meaning assigned to such term in the preamble hereto. “Payment in Full” means (a) all the Indebtedness shall have been paid in full in cash (other than (i) indemnity obligations that survive the termination of this Agreement for which no notice of claim has been received by the Guarantors and (ii) obligations in respect of Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement), (b) no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and (c) all of the Aggregate Commitments have expired or are terminated.

EXLP has the meaning specified in clause (i) of the preamble hereto.

EXLP. Exterran Partners, L.P., a limited partnership formed under the laws of the state of Delaware.